DISCLAIMER: This info sheet is not intended to provide legal advice and is not a substitute for advice from an attorney, nor does it give
rise to an attorney-client relationship. It should be used for educational and informational purposes only. The Rural Law Initiative makes
every effort to provide complete and up-to-date legal information. However, legal advice must be tailored to your specific circumstances
and laws are always changing. Accordingly, we make no warranties about the accuracy of the information contained herein, and disclaim
liability for damages resulting from reliance on these materials.
Verify availability of and secure a business name.
o This can be done through a free search here: https://www.dos.ny.gov/corps/bus_entity_search.html
o Name of LLC must include the words Limited Liability Company or LLC at the end
1.
STEP-BY-STEP INCORPORATION GUIDE
What you need to know to form a business.
LIMITED LIABILITY COMPANY
This resource will help entrepreneurs understand the steps required to legally incorporate and operate in New York State. Not
all business structures that are available under the New York Business Corporations Law are included; only the most common
ones are within our Step-By-Step Incorporation Guide Info sheets.
LIMITED LIABILITY COMPANY DEFINED
An LLC is a business with one or more member-owners whose liability is limited to the amount of capital they
contribute to the business.
STEP-BY-STEP >>>
3.
File Articles of Organization
o Filing Fee: $200
o Sample Articles of Organization: https://www.dos.ny.gov/forms/corporations/1336-f.pdf
Publish notice of formation in two newspapers in the county where the business is located once a
week for 6 successive weeks.
o Publication requirement must be done within 120 days (4 months) after formation.
o A list of acceptable publications can be found on your county clerk’s website.
o Publication must be done in one weekly circulated newspaper and one daily circulated newspaper.
Must include the Articles of Incorporation or a notice that indicates the formation of your LLC.
Sample Notice: http://irishecho.com/wp-content/uploads/2013/08/LLC-Sample-text.pdf
Fees: Publication costs are dependent on specific newspaper’s rates.
2.
Identify who members will be (can have just one or many)
4.
2.
STEP-BY-STEP Incorporation Guide: Limited Liability Company
Rural Law Initiative
Government Law Center www.albanylaw.edu/RuralLawResources
Albany Law School Last updated: July 2018
File Affidavit of Publication and a Certificate of Publication with
NY Department of State
o Filing Fee: $50
o Fillable Certificate of Publication: https://www.dos.ny.gov/forms/corporations/1708-f.pdf.
STEP-BY-STEP continued >>>
An important note
Affidavits are typically
provided by the publishing
newspaper.
Done!
Adopt a written Operating Agreement
o Establishes rights, powers, duties, liabilities, and obligations of members, and memorializes basic
procedural rules for LLC management
6.
Obtain an Employer Identification Number
o Must file Form SS-4 found here: https://www.irs.gov/pub/irs-
pdf/fss4.pdf or complete the online application found here:
https://www.irs.gov/businesses/small-businesses-self-
employed/apply-for-an-employer-identification-number-ein-online.
7.
If you have employees, register for Unemployment Insurance Tax and Employee Withholding Tax
o
https://labor.ny.gov/ui/employer.shtm
9.
12.
File a biennial statement with NYS Department of State
o Filing Fee: $9
o More info:
https://www.dos.ny.gov/corps/bus_llc_faq_statements.asp#whatisastatement
Obtain other relevant insurance: Worker’s Compensation, General Liability, etc.
11.
An important note
An EIN is required if hiring
employees, opening a business
bank account and making
purchases on behalf of the
business.
If you are selling taxable goods or services, you will need to obtain a Certificate of Authority
o To find proper form visit: https://www.tax.ny.gov/bus/multi/register_license.htm.
10.
5.
8.
The production of this info-sheet was sponsored by the generous
support of the following sponsors:
Part of this programming was made possible by funding from the USDA, which is an equal opportunity provider,
and employer.
